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OSS3E3 A Change of Face
Plot The Tennysons are in Salem, Massachusetts. Max is making them wear colonial dress, to Ben's displeasure. Suddenly, a building explodes and ignites because of Charmcaster. Ben turns into Stinkfly and flies off. Stinkfly puts out the fires, but Charmcaster lights more. Charmcaster casts a spell that creates a field around her and one around Stinkfly. Gwen is in a runaway carriage. It crashes into the field. Stinkfly falls out and Gwen goes in. There is a flash and Gwen and Charmcaster go flying. Charmcaster and Gwen realizes that they have switched bodies. Charmcaster as Gwen punches Gwen as Charmcaster. Gwen tries to tell Ben and Max who she is. Later, Gwen is arrested. Later, at a seaport, Charmcaster asks Ben how to work the Omnitrix and Ben tell her that Gwen is always reading about magic. He is suspicious because "Gwen" is being nice to him. Charmcaster attacks Ben for calling her a freak. Max comes out and she apologizes. She says that she'll cook him something special. Gwen is put in juvenile detention, insisting that she is innocent. Two tough girls, Pinky and , corner her to tell her that Pinky is in charge. Charmcaster searches for exotic ingredients in a marketplace. Two men try to steal a truck with seafood. Ben turns into Diamondhead. He and Charmcaster get on scooters and chase the truck. Diamondhead's scooter is destroyed and he chases the truck over the rooftops, but he falls off. Diamondhead creates crystal slides to direct his falling. Charmcaster teleports into the truck and stops it, setting lobsters on the men. At the detention center, Gwen is served disgusting food. She finds Charmcaster's book of spells and realizes that Charmcaster was trying to switch bodies with Ben. Pinky and her sidekick corner her and she starts a food fight. When Pinky grabs her, she releases stone birds on her. The birds attack the rest of the girls as well. The cook grabs Gwen, but she brings her spoon to life with magic. She gets the respect of the other girls. Ben talks to Max about his suspicions about Gwen, but he dismisses them. Charmcaster has the final ingredient that she needs. The cook makes Gwen, Pinky, and Missy clean the cafeteria, but Pinky says that Gwen and her are cool. Gwen finds a drain to escape from and says that she needs a distraction. Pinky and Missy spray the officers with water and Gwen blows up the drain. The three escape and reach a gate. Charmcaster's bag follows Gwen. She blows up the gate. She asks if Pinky and Missy are going to give up crime when they escape. They say no, so Gwen creates two rock monsters to chase them. They are caught by officers and Pinky swears revenge. Gwen gets to Ben, but he thinks that she is Charmcaster. She pins him with rock monsters. She tells Ben that she has switched bodies with Charmcaster, but he doesn't believe her. Charmcaster and Max arrive. When Gwen yells at Ben, he realizes that she isn't lying. Charmcaster casts another transfer spell, but it ends up putting her back into her body and switching Gwen and Ben. Ben tries to go alien, but Gwen has the Omnitrix. Rock monsters attack the Tennysons. Ben tells Gwen to go alien, but she can't work the Omnitrix. The Tennysons are knocked out. When they come to, Max is tied to a mast on a ship where Charmcaster is preparing another spell. Ben and Gwen are locked up below-decks. Gwen says that Ben can use her hand lotion to slip out of his bonds. Gwen slips out and turns into Cannonbolt. Cannonbolt frees Ben and Max gets loose. He fights Charmcaster, who summons rock monsters. Cannonbolt fights Charmcaster, having a difficult time with it, while Ben starts to appreciate Gwen's agility. She catches Cannonbolt in a spell, but Ben knocks Charmcaster out of it and everyone is back to their normal bodies. Cannonbolt fights Charmcaster, knocking her bag of tricks into the water and easily defeating her. Gwen knocks Charmcaster out and Cannonbolt destroys the rock monsters. Charmcaster is put into juvenile detention, and Missy and Pinky welcome her back. Characters Characters *Max Tennyson *Ben Tennyson *Gwen Tennyson *Officer *Seafood Vendor *Pinky *Missy *Cook Villains *Charmcaster *Thieves *Rock Monsters Aliens *Stinkfly *Diamondhead *Cannonbolt Category:Episodes Category:Ben 10 Episodes Category:Ben 10 Season 3 Episodes